Obligation Union Pacific Railroad 3.2% ( US907818ET19 ) en USD

Union Pacific Railroad

100 % ▼

Etas-Unis

US907818ET19 ( en USD )

3.2% par an ( paiement semestriel )

08/06/2021 - Obligation échue

Prospectus brochure de l'obligation Union Pacific US907818ET19 en USD 3.2%, échue

1 000 USD

600 000 000 USD

907818ET1

N/A

Union Pacific est une grande compagnie ferroviaire américaine qui exploite un vaste réseau dans l'ouest du pays, transportant des marchandises diverses comme des produits agricoles, des produits manufacturés et des matières premières.

L'obligation US907818ET19 émise par Union Pacific aux États-Unis, d'une valeur nominale totale de 600 000 000 USD, avec un taux d'intérêt de 3,2%, échéant le 08/06/2021, a été intégralement remboursée à son prix nominal de 100%, avec des paiements d'intérêts semestriels et une taille minimale d'achat de 1 000 USD.

424B5
424B5 1 d600122d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-222979
CALCULATION OF REGISTRATION FEE

Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Unit

Offering Price
Registration Fee(1)
3.200% Senior Notes due 2030

$600,000,000

99.938%

$599,628,000

$74,653.69
3.500% Senior Notes due 2021

$650,000,000

99.909%

$649,408,500

$80,851.36
3.750% Senior Notes due 2023

$500,000,000

99.996%

$499,980,000

$62,247.51
3.950% Senior Notes due 2025

$1,500,000,000

99.751%

$1,496,265,000

$186,284.99
4.375% Senior Notes due 2028

$750,000,000

99.849%

$748,867,500

$93,234.00
4.500% Senior Notes due 2038

$1,500,000,000

99.899%

$1,498,485,000

$186,561.38
4.800% Senior Notes due 2058

$500,000,000

99.890%

$499,450,000

$62,181.53
Total

$6,000,000,000

--

$5,992,084,000

$746,014.46

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
Table of Contents
Prospectus Supplement
(To Prospectus Dated February 12, 2018)
$6,000,000,000

$600,000,000 3.200% Notes due 2021
$650,000,000 3.500% Notes due 2023
$500,000,000 3.750% Notes due 2025
$1,500,000,000 3.950% Notes due 2028
$750,000,000 4.375% Notes due 2038
$1,500,000,000 4.500% Notes due 2048
$500,000,000 4.800% Notes due 2058

Union Pacific Corporation (the "Company") is offering $600,000,000 aggregate principal amount of 3.200% notes due 2021 (the "2021 notes"), $650,000,000 aggregate
principal amount of 3.500% notes due 2023 (the "2023 notes"), $500,000,000 aggregate principal amount of 3.750% notes due 2025 (the "2025 notes"), $1,500,000,000 aggregate
principal amount of 3.950% notes due 2028 (the "2028 notes"), $750,000,000 aggregate principal amount of 4.375% notes due 2038 (the "2038 notes"), $1,500,000,000 aggregate
principal amount of 4.500% notes due 2048 (the "2048 notes") and $500,000,000 aggregate principal amount of 4.800% notes due 2058 (the "2058 notes" and, together with the
2021 notes, the 2023 notes, the 2025 notes, the 2028 notes, the 2038 notes and the 2048 notes, collectively, the "notes"). The 2021 notes will mature on June 8, 2021, the 2023 notes
will mature on June 8, 2023, the 2025 notes will mature on July 15, 2025, the 2028 notes will mature of September 10, 2028, the 2038 notes will mature on September 10, 2038,
the 2048 notes will mature on September 10, 2048 and the 2058 notes will mature on September 10, 2058.
We will pay interest on the 2021 notes and the 2023 notes semi-annually in arrears on each June 8 and December 8, commencing December 8, 2018. We will pay interest on
the 2025 notes semi-annually in arrears on each January 15 and July 15, commencing January 15, 2019. We will pay interest on the 2028 notes, the 2038 notes, the 2048 notes and
the 2058 notes semi-annually in arrears on each March 10 and September 10, commencing March 10, 2019.
We may redeem some or all of each series of notes at any time and from time to time at the applicable redemption prices described in this prospectus supplement under the
heading "Description of the Notes--Optional Redemption." There is no sinking fund for the notes. If we experience a change of control repurchase event, we may be required to
offer to purchase the notes from holders. See "Description of Notes--Change of Control Repurchase Event."
There is currently no market for the notes offered hereby, and we cannot assure you that a market for the notes will develop. We do not intend to list the notes on any national
securities exchange.
Investing in our notes involves risks. See "Risk Factors " beginning on page S-5 of this prospectus supplement and on page 3 of the accompanying prospectus.

Proceeds to the
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Price to
Underwriting
Company before

Public(1)

Discount

expenses

Per 2021 note

99.938%

0.350%

99.588%
Total

$ 599,628,000
$ 2,100,000
$ 597,528,000
Per 2023 note

99.909%

0.600%

99.309%
Total

$ 649,408,500
$ 3,900,000
$ 645,508,500
Per 2025 note

99.996%

0.625%

99.371%
Total

$ 499,980,000
$ 3,125,000
$ 496,855,000
Per 2028 note

99.751%

0.650%

99.101%
Total

$1,496,265,000
$ 9,750,000
$1,486,515,000
Per 2038 note

99.849%

0.875%

98.974%
Total

$ 748,867,500
$ 6,562,500
$ 742,305,000
Per 2048 note

99.899%

0.875%

99.024%
Total

$1,498,485,000
$13,125,000
$1,485,360,000
Per 2058 note

99.890%

0.875%

99.015%
Total

$ 499,450,000
$ 4,375,000
$ 495,075,000

(1)
Plus accrued interest, if any, from June 8, 2018.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Delivery of the notes, in book-entry form only through The Depository Trust Company ("DTC"), will be made on or about June 8, 2018. Beneficial interests in the notes will
be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants, including Clearstream Banking, société
anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear system.

Joint Book-Running Managers

Barclays
BofA Merrill Lynch
Citigroup

Credit Suisse
J.P. Morgan

Morgan Stanley
Senior Co-Managers

Mizuho Securities
SunTrust Robinson Humphrey
US Bancorp

Wells Fargo Securities
Co-Managers

Evercore MUFG PNC Capital Markets LLC BB&T Capital Markets

BNY Mellon Capital Markets, LLC
Fifth Third Securities

Loop Capital Markets

The date of this prospectus supplement is June 5, 2018.
Table of Contents
We are solely responsible for the information contained in this prospectus supplement and the accompanying prospectus. We have not authorized
anyone to provide you with different information. We do not take responsibility for any other information that others may give you. This prospectus
supplement and the accompanying prospectus are not an offer to sell or a solicitation of an offer to buy the securities in any jurisdiction or under any
circumstances in which the offer or sale is unlawful. You should not assume that the information contained in this prospectus supplement and the
accompanying prospectus is accurate as of any date other than the date of this prospectus supplement or the date of such information.
TABLE OF CONTENTS
Prospectus Supplement

Page
THE COMPANY
S-1
RISK FACTORS
S-5
USE OF PROCEEDS
S-7
RATIO OF EARNINGS TO FIXED CHARGES
S-7
DESCRIPTION OF THE NOTES
S-8
UNDERWRITING
S-14
LEGAL MATTERS
S-19
WHERE YOU CAN FIND MORE INFORMATION
S-20
EXPERTS
S-21
Prospectus

Page
ABOUT THIS PROSPECTUS

1
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

1
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424B5
THE COMPANY

2
RISK FACTORS

3
RATIO OF EARNINGS TO FIXED CHARGES

3
USE OF PROCEEDS

3
DESCRIPTION OF DEBT SECURITIES

3
DESCRIPTION OF PREFERRED STOCK

12
DESCRIPTION OF COMMON STOCK

15
DESCRIPTION OF SECURITIES WARRANTS

17
PLAN OF DISTRIBUTION

19
LEGAL MATTERS

19
WHERE YOU CAN FIND MORE INFORMATION

19
INCORPORATION BY REFERENCE

19
EXPERTS

20
The terms "Union Pacific," "Company," "we," "us" and "our" used in this prospectus supplement refer to Union Pacific Corporation (together with
its subsidiaries) unless the context otherwise requires.

S-i
Table of Contents
THE COMPANY
Overview
Union Pacific Corporation owns Union Pacific Railroad Company, its principal operating subsidiary and one of America's most recognized
companies. Union Pacific Railroad Company links 23 states in the western two-thirds of the country by rail, providing a critical link in the global supply
chain. It offers competitive routes from all major West Coast and Gulf Coast ports to eastern gateways. Union Pacific Railroad Company serves many of
the fastest-growing U.S. population centers, operates from all major West Coast and Gulf Coast ports to eastern gateways, connects with Canada's rail
systems and is the only railroad serving all six major Mexico gateways.
Our executive offices are located at 1400 Douglas Street, Omaha, Nebraska 68179, and our telephone number is (402) 544-5000. We will, upon
request, provide without charge to each person to whom this prospectus supplement and the accompanying prospectus are delivered a copy of any or all of
the documents incorporated or deemed to be incorporated by reference into this prospectus supplement or the accompanying prospectus (other than exhibits
to such documents, unless such exhibits are specifically incorporated by reference into such documents). Written or oral requests should be directed to:
Union Pacific Corporation, 1400 Douglas Street, Omaha, Nebraska 68179, Attention: Corporate Secretary (telephone (402) 544-5000).
Operations
We generate freight revenues by transporting freight or other materials from our commodity groups. Freight revenues vary with volume (carloads)
and average revenue per car. Historically, Union Pacific Railroad Company's diversified business mix was classified into the following commodity groups:
Agricultural Products, Automotive, Chemicals, Coal, Industrial Products and Intermodal. Commencing January 1, 2018, Union Pacific Corporation has
reclassified its business mix into the following four commodity groups: Agricultural Products, Energy, Industrial and Premium.
In 2017, each of the commodity groups generated freight revenues, and represented the portion of our total carloads, as follows:

Year Ended December 31,

2017

Freight Revenues
Volume (Carloads)

Billions

Agricultural Products

$
4.3

13%
Energy

4.5

20%
Industrial

5.2

19%
Premium

5.8

48%

Total

$
19.8

100%

S-1
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Our Agricultural Products commodity group is further classified into the grain products, fertilizer, food and beverage and grain sub-product groups.
The following chart shows the percentage of the total carloads for our Agricultural Products commodity group attributable to each sub-product group in
2017:

Our Energy commodity group is further classified into the petroleum, LPG and renewables, PRB coal, other coal/coke and sand sub-product groups.
The following chart shows the percentage of the total carloads for our Energy commodity group attributable to each sub-product group in 2017:

Our Premium commodity group is further classified into the domestic, international intermodal, finished vehicles and other sub-product groups. The
following chart shows the percentage of the total carloads for our Premium commodity group attributable to each sub-product group in 2017:

S-2
Table of Contents
Our Industrial commodity group is further classified into the construction, forest products, industrial chemicals, metals, plastics, soda ash and
specialized sub-product groups. The following chart shows the percentage of the total carloads for our Industrial commodity group attributable to each
sub-product group in 2017:

Each of our commodity groups includes revenue from shipments to and from Mexico. Freight revenue from our Mexico business was $2.3 billion in
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2017. The following chart shows the percentage of the total carloads for our Mexico business attributable to each sub-product group in 2017:

Historical Financial and Other Data
For 2017, net income totaled $10,712 million and EBITDA totaled $10,166 million. The table below sets forth our net income and EBITDA,
together with a reconciliation thereof, for the years 2011-2017:

(dollars in millions)

2011
2012
2013
2014

2015(1)
2016(1)
2017(1)
Net Income
$ 3,292 $ 3,943 $ 4,388 $ 5,180 $ 4,772 $ 4,233 $10,712
Income tax benefit/(expense)
(1,972) (2,375) (2,660) (3,163) (2,884) (2,533) 3,080
Interest expense

(572)
(535)
(526)
(561)
(622)
(698)
(719)
Other income

112
108
128
151
226
192
290

Operating income
5,724 6,745 7,446 8,753 8,052 7,272 8,061
Depreciation
1,617 1,760 1,777 1,904 2,012 2,038 2,105

EBITDA
$ 7,341 $ 8,505 $ 9,223 $10,657 $10,064 $ 9,310 $10,166

(1)
In March 2017, the FASB issued Accounting Standards Update No. 2017-07 ("ASU 2017-07"), which relates to the presentation of the components
of pension costs. The Company adopted ASU 2017-07 beginning in 2018 using retroactive adoption. The adoption resulted in a $30 million decrease
in other income and a corresponding $30 million increase in operating income in 2015, a $29 million increase in other income and a corresponding
$29 million decrease in operating income in 2016 and a $45 million decrease in other income and a corresponding $45 million increase in operating
income in 2017. The table

S-3
Table of Contents
below sets forth the Company's net income and EBITDA, together with a reconciliation thereof, reflecting the adoption of ASU 2017-07, for the

years 2015-2017:

(dollars in millions)

2015

2016
2017

Net Income

$ 4,772
$ 4,233
$10,712
Income tax benefit/(expense)

(2,884)
(2,533)
3,080
Interest expense

(622)

(698)

(719)
Other income

196

221

245

Operating income

8,082
7,243
8,106
Depreciation

2,012
2,038
2,105

EBITDA

$10,094
$ 9,281
$10,211

EBITDA is not a financial measure presented in accordance with GAAP. We believe that EBITDA is important to management and investors in
evaluating our financial and operating performance. EBITDA should be considered in addition to, rather than as a substitute for, net income.
Recent Developments
At the Company's May 31, 2018 Investor Day, the Company announced an anticipated change to its capital structure, which would entail the
incurrence of additional indebtedness during 2018, 2019 and 2020 up to a maximum adjusted debt to adjusted EBITDA ratio of 2.7x, subject to economic
conditions and operational performance. The Company also announced that it plans to repurchase approximately $20 billion of its shares during that time,
and is targeting a dividend payout ratio of 40% to 45%. The Company also stated that it is committed to maintaining strong investment grade credit ratings
at or above Baa1 by Moody's and BBB+ by S&P Global Ratings.
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The Company presents adjusted debt to adjusted EBITDA ratios, together with a reconciliation of these figures, as part of its quarterly earnings
presentations and non-GAAP reconciliations, which are not incorporated by reference into this prospectus supplement.

S-4
Table of Contents
RISK FACTORS
An investment in the notes involves a number of risks, including those described below and those incorporated by reference into this prospectus
supplement. You should carefully consider these risk factors and the other information included or incorporated by reference in this prospectus supplement
and the accompanying prospectus before you decide to purchase any notes.
Risks Relating to the Notes
The indenture does not restrict the amount of additional indebtedness that we may incur.
The indenture governing the notes does not place any limitation on the amount of unsecured indebtedness that we may incur. Our incurrence of
additional indebtedness may have important consequences for you as a holder of the notes, including making it more difficult for us to satisfy our
obligations with respect to the notes, reducing the market price of the notes and causing a risk that the credit rating of the notes will be lowered or
withdrawn. If we incur any additional indebtedness that ranks equally with the notes, the holders of that debt will be entitled to share ratably with the
holders of the notes and our existing unsecured debt in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution
or other winding up of our business.
There are limited covenants and protections in the indenture.
While the indenture and the notes contain terms intended to provide protection to holders upon the occurrence of certain events involving significant
corporate transactions, these terms are limited and may not be sufficient to protect your investment in the notes. For example, there are no financial
covenants in the indenture or any limitation to the amount of indebtedness that we may incur. In addition, the provisions in the indenture and the notes may
not protect you from certain important corporate events, such as a leveraged recapitalization (which would increase the level of our indebtedness),
reorganization, restructuring or another similar transaction.
We may be unable to generate the cash flow to service our debt obligations, including the notes.
We cannot assure you that our future cash flow will be sufficient to allow us to meet our payment obligations on our debt, including the notes. Our
ability to generate cash flow from operations to make scheduled payments on our debt, including the notes, will depend on our future financial and
operating performance, which will be affected by a range of economic, competitive and business factors. We cannot control many of these factors, such as
general economic and financial conditions in the U.S. railroad industry, regulatory developments, downturns in the economy in general or the initiatives of
our competitors. Our ability to generate cash flow to meet our payment obligations under our debt, including the notes, may also depend on our successful
implementation of our operating and growth strategies. We cannot assure you that we will be able to implement our strategies or that the anticipated results
of our strategies will be realized. If we do not generate sufficient cash flow to satisfy our obligations under our debt, including the notes, we may have to
seek additional capital or undertake alternative financing plans, such as refinancing or restructuring our debt, or selling assets. Any of these actions could
result in unanticipated costs, disrupt the implementation of our business or otherwise hinder our performance. Moreover, we may not be able to take any of
these actions on commercially reasonable terms, or at all. Our inability to generate sufficient cash flow or to raise additional capital in order to satisfy our
obligations under our debt, including the notes, or to refinance them on commercially reasonable terms, would have a material adverse effect on our
business, financial condition and results of operations.
The notes will be unsecured and effectively subordinated to our future secured debt.
Holders of any secured indebtedness that we may incur will have claims that are prior to your claims as holders of the notes to the extent of the value
of the assets securing the secured indebtedness. The notes will be

S-5
Table of Contents
effectively subordinated to all of our future secured indebtedness to the extent of the value of the collateral. In the event of any distribution or payment of
our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization or other bankruptcy proceeding, holders of secured indebtedness will
have prior claims to those of our assets that constitute their collateral. Holders of the notes will participate ratably with all holders of our unsecured
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424B5
indebtedness that is deemed to be of the same class as the notes, and potentially with all of our other general creditors, based upon the respective amounts
owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay
amounts due on the notes. As a result, holders of the notes may receive less, ratably, than holders of secured indebtedness.
The notes will be structurally subordinated to all existing and future liabilities of our subsidiaries.
The notes will be structurally subordinated to all existing and future liabilities, including trade payables, of our subsidiaries, and the claims of
creditors of our subsidiaries, including trade creditors, will have priority as to the assets and cash flows of our subsidiaries. In the event of a bankruptcy,
liquidation, dissolution, reorganization or similar proceeding of any of our subsidiaries, holders of their liabilities, including their trade creditors, will
generally be entitled to payment on their claims from assets of those subsidiaries before any assets are made available for distribution to us. None of our
subsidiaries will guarantee the notes at the time of issuance.
We may not have sufficient funds, or the ability to raise sufficient funds, to satisfy our obligation to offer to repurchase the notes upon a change of
control triggering event.
Upon a change of control triggering event, as that term is defined in ``Description of Notes--Change of Control Repurchase Event" of this prospectus
supplement, we will be required to make an offer in cash to repurchase all or any part of each holder's notes at a price equal to 101% of the aggregate
principal amount of the notes repurchased, plus accrued and unpaid interest, if any. The source of funds for any such repurchase would be our available
cash or cash generated from operations or other sources, including borrowings, sales of equity or funds provided by a new controlling person or entity. We
cannot assure you that sufficient funds will be available at the time of any change of control triggering event to repurchase all tendered notes pursuant to
this requirement. Our failure to offer to repurchase notes, or to repurchase notes tendered, following a change of control triggering event will result in a
default under the indenture governing the notes.
Our credit ratings may not reflect the risks of investing in the notes.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our
credit ratings may affect the market price of the notes. These credit ratings may not reflect the potential impact of risks relating to structure or marketing of
the notes. Agency ratings are not a recommendation to buy, sell or hold any security and may be revised or withdrawn at any time by the issuing
organization. Each agency's rating should be evaluated independently of any other agency's rating. We do not, and the underwriters do not, undertake any
obligation to maintain the ratings or to advise holders of the notes of any change in ratings.
There is no established trading market for the notes, and an active trading market may not develop for the notes.
The notes are new issues of securities for which there currently are no established trading markets. We do not intend to list the notes on any securities
exchange. While the underwriters of the notes have advised us that they intend to make markets in the notes, the underwriters will not be obligated to do so
and may stop their market making at any time. No assurance can be given:

· as to the development or continuation of any market for the notes;

· as to the liquidity of any market that does develop; or

· as to your ability to sell the notes or the price at which you may be able to sell the notes.
The absence of active public trading markets could have an adverse effect on the liquidity and value of the notes.

S-6
Table of Contents
USE OF PROCEEDS
We expect to use the net proceeds from this offering for general corporate purposes, including the repurchase of common stock pursuant to our share
repurchase program.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth Union Pacific's ratio of earnings to fixed charges for the periods shown.

Three
Months

Year Ended December 31,

Ended
March 31,

2013
2014
2015
2016
2017
2018

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424B5
Ratio of Earnings to Fixed Charges(1)
11.8x 13.5x 11.6x 9.6x 10.3x
9.3x

(1)
The ratio of earnings to fixed charges has been computed on a consolidated basis. Earnings represent income from continuing operations, less equity
earnings net of distributions, plus fixed charges and income taxes. Fixed charges represent interest charges, amortization of debt discount and the
estimated amount representing the interest portion of rental charges.

S-7
Table of Contents
DESCRIPTION OF THE NOTES
The following description of the notes offered hereby supplements, and to the extent inconsistent therewith replaces, the description of the general
terms and provisions of the debt securities set forth in the accompanying prospectus, to which description reference is hereby made.
General
The 2021 notes are initially being offered in the principal amount of $600,000,000, will bear interest at 3.200% per annum, and will mature on
June 8, 2021. The 2023 notes are initially being offered in the principal amount of $650,000,000, will bear interest at 3.500% per annum, and will mature
on June 8, 2023. The 2025 notes are initially being offered in the principal amount of $500,000,000, will bear interest at 3.750% per annum, and will
mature on July 15, 2025. The 2028 notes are initially being offered in the principal amount of $1,500,000,000, will bear interest at 3.950% per annum, and
will mature on September 10, 2028. The 2038 notes are initially being offered in the principal amount of $750,000,000, will bear interest at 4.375% per
annum, and will mature on September 10, 2038. The 2048 notes are initially being offered in the principal amount of $1,500,000,000, will bear interest at
4.500% per annum, and will mature on September 10, 2048. The 2058 notes are initially being offered in the principal amount of $500,000,000, will bear
interest at 4.800% per annum, and will mature on September 10, 2058. Interest on the 2021 notes and the 2023 notes will be payable semi-annually on June
8 and December 8 of each year, commencing on December 8, 2018, to the persons in whose name the note is registered, subject to certain exceptions as
provided in the indenture, at the close of business on May 25 and November 25, as the case may be (whether or not a Business Day), immediately
preceding such June 8 and December 8. Interest on the 2025 notes will be payable semi-annually on January 15 and July 15 of each year, commencing on
January 15, 2019, to the persons in whose name the note is registered, subject to certain exceptions as provided in the indenture, at the close of business on
January 1 and July 1, as the case may be (whether or not a Business Day), immediately preceding such January 15 and July 15. Interest on the 2028 notes,
2038 notes, 2048 notes and 2058 notes will be payable semi-annually on March 10 and September 10 of each year, commencing on March 10, 2019, to the
persons in whose name the note is registered, subject to certain exceptions as provided in the indenture, at the close of business on August 25 and
February 25, as the case may be (whether or not a Business Day), immediately preceding such March 10 and September 10. We may, without the consent
of the holders, increase the principal amount of the notes of any or all series in the future, on the same respective terms and conditions (except for the price
to public, issue date and, if applicable, the initial interest payment date), and with the same respective CUSIP number, as the notes of the related series
being offered hereby. We will not issue any such additional notes unless the further notes trade interchangeably with the notes of the related series being
offered hereby for U.S. federal income tax purposes. Interest on the notes will be paid on the basis of a 360-day year consisting of twelve 30-day months.
The notes will be issued under an indenture dated as of April 1, 1999, between The Bank of New York Mellon Trust Company, N.A., as successor to The
Bank of New York Mellon (formerly known as The Bank of New York), as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan
Bank), as Trustee, and us.
The notes are senior, unsecured securities and will rank on a parity with all of our other unsecured and unsubordinated indebtedness. As a holding
company, we have no material assets other than our ownership of the common stock of our subsidiaries. We will rely primarily upon distributions and
other amounts received from our subsidiaries to meet the payment obligations under the notes. Our subsidiaries are separate and distinct legal entities and
have no obligation, contingent or otherwise, to pay amounts due under the notes or otherwise to make any funds available to us. This includes the payment
of dividends or other distributions or the extension of loans or advances. Further, the ability of our subsidiaries to make any payments to us would be
dependent upon the terms of any credit facilities or other debt instruments of the subsidiaries and upon the subsidiaries' earnings, which are subject to
various business and other risks. In a bankruptcy or insolvency proceeding, claims of holders of the notes would be satisfied solely from our equity
interests in our subsidiaries remaining after the satisfaction of claims of creditors of the subsidiaries. Accordingly, the notes will be effectively subordinated
to existing and future liabilities of our subsidiaries to their respective creditors.

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Optional Redemption
At any time and from time to time, the notes of the applicable series will be redeemable in whole or in part, at our option, at a redemption price equal
to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of
principal and interest on the notes to be redeemed that would be due if such series of notes matured on the applicable Par Call Date, or, in the case of the
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2021 notes, the date of maturity of the 2021 notes (in each case exclusive of interest accrued to the date of redemption), discounted to the date of
redemption on a semi-annual basis (assuming a 360 day year consisting of twelve 30-day months) at the then-current Treasury Rate, plus 10 basis points,
in the case of the 2021 notes, 15 basis points, in the case of the 2023 notes, 15 basis points, in the case of the 2025 notes, 20 basis points, in the case of the
2028 notes, 20 basis points, in the case of the 2038 notes, 25 basis points, in the case of the 2048 notes and 30 basis points, in the case of the 2058 notes,
plus, in each case, accrued and unpaid interest on the principal amount of such notes being redeemed to the date of redemption; provided that if we redeem
the 2023 notes, the 2025 notes, the 2028 notes, the 2038 notes, the 2048 notes or the 2058 notes on or after the applicable Par Call Date, the redemption
price for such notes will be equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest on the principal amount of
such notes being redeemed to the date of redemption.
For purposes of the foregoing, the following definitions are applicable:
"Treasury Rate" means, with respect to a series of notes, on any redemption date, the rate per annum equal to the semi-annual equivalent yield to
maturity of the related Comparable Treasury Issue, calculated using a price for that Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day preceding the
redemption date.
"Business Day" means any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which banking institutions
and trust companies are open for business in New York, New York.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the applicable series of notes to be redeemed (assuming, for this purpose, that such series of notes matured on the
applicable Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such notes.
"Comparable Treasury Price" means, with respect to any redemption date, the average of the Reference Treasury Dealer Quotations for such
redemption date.
"Independent Investment Banker" means, each of Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P.
Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC or their respective successors as appointed
by us, or, if such firms are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing
appointed by us.
"Par Call Date" means, with respect to the 2023 notes, May 8, 2023, the date that is one month prior to the maturity date of the 2023 notes; with
respect to the 2025 notes, May 15, 2025, the date that is two months prior to the maturity date of the 2025 notes; with respect to the 2028 notes, June 10,
2028, the date that is three months prior to the maturity date of the 2028 notes; with respect to the 2038 notes, March 10, 2038, the date that is six months
prior to the maturity date of the 2038 notes; with respect to the 2048 notes, March 10, 2048, the date that is six months prior to the maturity date of the
2048 notes; and, with respect to the 2058 notes, March 10, 2058, the date that is six months prior to the maturity date of the 2058 notes.

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"Reference Treasury Dealer" means (a) each of Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P.
Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC or their respective successors; provided,
however, that if any of the foregoing is not at the time a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), we
shall substitute therefor another Primary Treasury Dealer; and (b) any other Primary Treasury Dealer selected by the Independent Investment Banker after
consultation with us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
by the Independent Investment Banker, of the bid and asked prices for the related Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the
third Business Day preceding such redemption date.
Notice of the redemption will be transmitted to holders of the notes to be redeemed at least 30 and not more than 60 days prior to the date fixed for
redemption. If we elect to redeem fewer than all of the notes of a series, in the case where the notes of a series are issued in definitive form, not more than
60 days prior to the redemption date for that series, the particular notes or portions thereof for redemption from the outstanding notes of that series not
previously called for redemption shall be selected by the trustee by lot; or, in the case where the notes of a series are represented by one or more global
securities, beneficial interests in such notes will be selected for redemption by the applicable depositary in accordance with its standard procedures
therefor.
Change of Control Repurchase Event
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If a change of control repurchase event occurs with respect to a series of notes, unless we have exercised our right to redeem the notes of that series
as described above, we will be required to make an offer to each holder of those notes to repurchase all or any part (in integral multiples of $1,000) of that
holder's notes of the same series at a repurchase price in cash equal to 101% of the aggregate principal amount of the notes repurchased plus any accrued
and unpaid interest on the notes repurchased to, but not including, the date of repurchase. Within 30 days following a change of control repurchase event
with respect to a series of notes or, at our option, prior to a change of control, but after the public announcement of the change of control, we will deliver a
notice to each holder of the notes of such series, with a copy to the trustee, describing the transaction or transactions that constitute or may constitute the
change of control repurchase event and offering to repurchase the notes of that series on the payment date specified in the notice, which date will be no
earlier than 30 days and no later than 60 days from the date such notice is sent. The notice shall, if sent prior to the date of consummation of the change of
control, state that the offer to purchase is conditioned on a change of control repurchase event occurring as to that series of notes on or prior to the payment
date specified in the notice. We will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of
the notes as a result of a change of control repurchase event. To the extent that the provisions of any securities laws or regulations conflict with the change
of control repurchase event provisions of the notes, we will comply with the applicable securities laws and regulations and will not be deemed to have
breached our obligations under the change of control repurchase event provisions of the notes by virtue of such conflict.
On the repurchase date following a change of control repurchase event with respect to a series of notes, we will, to the extent lawful:

(1)
accept for payment all notes or portions of notes of such series properly tendered pursuant to our offer;

(2)
deposit with the trustee an amount equal to the aggregate purchase price in respect of all notes or portions of notes of such series properly

tendered; and

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(3)
deliver or cause to be delivered to the paying agent the notes of such series properly accepted, together with an officers' certificate stating the

aggregate principal amount of notes being purchased by us and that all conditions precedent provided for in the indenture to the repurchase
offer and to the repurchase by us of notes of such series pursuant to the repurchase offer have been complied with.
The paying agent will promptly deliver to each holder of notes properly tendered the purchase price for the notes, and the trustee will promptly
authenticate and deliver (or cause to be transferred by book-entry) to each holder a new note of the same series equal in principal amount to any
unpurchased portion of any notes surrendered; provided that each new note will be in a principal amount of an integral multiple of $1,000.
We will not be required to make an offer to repurchase the notes of a series upon a change of control repurchase event with respect to such series if a
third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us and such third party
purchases all notes of such series properly tendered and not withdrawn under its offer.
For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are applicable:
"below investment grade ratings event" means, with respect to a series of notes, on any day within the 60 day period (which period shall be extended
so long as the rating of that series of notes is under publicly announced consideration for a possible downgrade by any of the rating agencies) after the
earlier of (1) the occurrence of a change of control; or (2) public notice of the occurrence of a change of control or the intention by Union Pacific to effect a
change of control, that series of notes is rated below investment grade by each of the rating agencies. Notwithstanding the foregoing, a below investment
grade ratings event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular change of
control (and thus shall not be deemed a below investment grade ratings event for purposes of the definition of change of control repurchase event
hereunder) if the rating agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or
inform the trustee in writing at our request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a
result of, or in respect of, the applicable change of control (whether or not the applicable change of control shall have occurred at the time of the ratings
event).
"change of control" means the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is
that any "person" or "group" (as those terms are used in Section 13(d)(3) of the Exchange Act), other than Union Pacific or our subsidiaries, becomes the
beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of
our voting stock or other voting stock into which our voting stock is reclassified, consolidated, exchanged or changed, measured by voting power rather
than number of shares.
"change of control repurchase event" means, with respect to a series of notes, the occurrence of both a change of control and a below investment
grade ratings event.
"investment grade" means a rating of Baa3 or better by Moody's (or its equivalent under any successor rating categories of Moody's); a rating of
BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); and the equivalent investment grade credit rating from any
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Document Outline

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